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PILLAR 3: CORPORATE PERFORMANCECorporate GovernanceESR Group LimitedEnvironmental, Social and Governance Report 202465Corporate GovernanceThe Group follows the Corporate Governance Code referencing Appendix C1 of the Hong Kong Stock Exchange Listing Rules, which contains principles of good corporate governance and its relevant provisions. Our commitment to corporate governance is underpinned by robust governance by management, under the oversight of the Board of Directors, our highest governing authority.Board DiversityWe recognise and embrace the importance of having a diverse Board to enhance the quality of our performance. All our Board members possess a wealth of knowledge, skills, experience and perspectives as required by our business to make sound decisions. In the assessment and appointment of directors to the Board, the Nomination Committee considers various aspects in relation to Board diversity, including but not limited to gender, age, cultural background, educational background, ethnicity, professional experience, skills, knowledge and length of service. We also have in place a Board Diversity Policy to set out the framework and approach with measurable objectives to achieve diversity on the Board. In maintaining the highest standards of corporate governance, the Board and Nomination Committee are identifying suitable candidates and will seek to appoint an Independent NonExecutive Director as the Chairman of the Board before 1Q 2025. On 2 September 2024, the Board appointed Mr Brett Harold Krause, an existing Independent Non-executive Director of the Company, as the interim Chairman of the Board.The Board Composition as at the date of this ESG Report is as follows:NameDesignationGenderAgeTenure (Years)IndependentFinancial ProficiencyIndustry Expertise**Mr Jinchu SHENExecutive Director/Group Co-founder & Co-CEOM526*%u2013%u2713%u2713Mr Stuart GIBSONExecutive Director/Group Co-founder & Co-CEOM616*%u2013%u2713%u2713Mr Jeffrey David PERLMANNon-executive DirectorM416*%u2013%u2713%u2713Mr Charles Alexander PORTESNon-executive Director/Group Co-founderM556*%u2013%u2713%u2713Ms. Joanne Sarah MCNAMARANon-executive DirectorF42<3%u2013%u2713%u2713Mr Rajeev Veeravalli KANNANNon-executive DirectorM533%u2013%u2713%u2713Mr Brett Harold KRAUSEIndependent Non-executive Director/Interim Chairman of the BoardM56<6%u2713%u2713%u2713Mr Simon James MCDONALDIndependent Non-executive DirectorM62<6%u2713%u2713%u2713Ms Serene Siew Noi NAHIndependent Non-executive DirectorF453%u2713%u2713%u2713*Tenure for directors was determined using the official date of re-designation on 22 February 2019.**Director has served as an executive at a company similar to that of ESR.For more details on Board Composition, please refer to pages 44%u201348 in our FY2024 Annual Report.